RSWM Limited has reported its audited financial results for the quarter and year ended March 31, 2026, marking a significant turnaround with the company returning to profitability at the standalone level. The Board of Directors reviewed and approved the results at its meeting held on May 6, 2026. Separately, the company held an Extra-Ordinary General Meeting (EGM) on May 8, 2026, to seek shareholder approval for the issuance of convertible warrants. The special resolution was passed with requisite majority, with voting results and the Scrutinizer's Report filed on May 11, 2026, under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. On the same date, the company also filed a disclosure under Regulation 30 of the SEBI Listing Regulations, amending certain terms in the original EGM Notice.

Q4 & FY26 Financial Performance

RSWM delivered a notable recovery in profitability during FY26. The following table presents the standalone financial highlights for the quarter and year ended March 31, 2026 (₹ in Crore):

The consolidated financial highlights for the same periods are presented below (₹ in Crore):

EGM Proceedings and Voting Results

The Extra-Ordinary General Meeting (EGM 1/2026-27) was convened on May 8, 2026, at 2:00 P.M. through Video Conferencing. Shri Riju Jhunjhunwala, Chairman & Managing Director, could not attend the meeting due to unavoidable exigencies; consequently, Shri Rajeev Gupta, Joint Managing Director, was elected as Chairman for the meeting. The sole special business transacted was the issuance of warrants convertible into equity shares to persons belonging to the Promoter/Promoter Group Category on a preferential basis. The EGM had a total of 27,828 shareholders on the record date, with the cut-off date for e-voting set at May 1, 2026. The remote e-voting window remained open from May 5, 2026 (9:00 A.M.) to May 7, 2026 (5:00 P.M.). A total of 5 promoter/promoter group members and 54 public shareholders attended the meeting through Video Conferencing.

Pursuant to Regulation 44(3) of the SEBI Listing Regulations, the company filed the voting results along with the Scrutinizer's Report on May 11, 2026. The special resolution on warrant issuance was passed with requisite majority. The category-wise voting breakdown is presented below:

The Scrutinizer's Report, prepared by Mahesh Kumar Gupta, Proprietor of M/s. Mahesh Gupta & Co., Company Secretaries (FCS: 2870, CP: 1999), confirmed the resolution outcome. A mode-wise breakdown of votes cast in favour and against the resolution is presented below:

No votes were declared invalid. The e-voting facility was provided through the National Securities Depository Limited (NSDL), and the Scrutinizer's Report carries UDIN: F002870H000324389.

Amendment to EGM Notice — Warrant Pricing and Lock-In Terms

Pursuant to Regulation 30 of the SEBI Listing Regulations, RSWM filed a disclosure on May 11, 2026, amending Para (xvi)(d) of the EGM Notice dated April 9, 2026, as also referenced in the Corrigendum dated April 21, 2026. The amended clause clarifies the company's obligations regarding warrant pricing recomputation and lock-in conditions, as summarised below:

The amendment specifies that the company undertakes to recompute the price of the warrants in terms of the provisions of the SEBI (ICDR) Regulations, where it is required to do so. Further, until the amount so payable is not paid within the time stipulated under SEBI (ICDR) Regulations, the equity shares and warrants shall continue to be locked-in till the time such amount is paid by the proposed allottees. The updated information has also been made available on the company's website.

Corporate Actions and Capital Allocation

The Board had previously approved the issuance of up to 24,70,000 warrants to LNJ Textiles Advisory LLP (Promoter Group) at a price of ₹146 per share (including a premium of ₹136). The payment terms include 25% at allotment and the balance at conversion within 18 months. Additionally, the Board approved an ESOP Plan 2026 for eligible employees and subsidiaries, covering up to 9,70,000 equity shares.

Strategic Priorities for FY27

CFO Nitin Tulyani outlined RSWM's key focus areas for FY27 during the earnings call, emphasizing a shift towards quality of growth. The strategy includes expanding revenues through higher-margin, value-added products, improving asset utilisation, implementing disciplined cost control measures, and directing capital expenditure selectively towards high-return projects.

RSWM Limited has reported a decisive turnaround in its audited financial results for Q4 and the full year ended March 31, 2026, swinging to a standalone net profit of ₹51.98 crore compared to a net loss of ₹41.28 crore in the previous year. The company posted FY26 revenue of ₹4,554 crore, EBITDA of ₹327 crore with a 7.1% margin, and PAT of ₹52 crore, reflecting sustained improvement in core profitability driven by disciplined cost management and operating efficiency. The Board of Directors, at its meeting held on May 6, 2026, approved the audited standalone and consolidated financial results, alongside key corporate decisions including the formulation of an Employee Stock Option Plan and issuance of a Letter of Comfort. The statutory auditor, M/s. Lodha & Co LLP, issued an unmodified audit opinion on both standalone and consolidated financial results. The audited financial results were subsequently published in Business Standard (English), Business Remedies, and Nafa Nuksan (Hindi) on May 7, 2026, pursuant to Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Performance Overview

Despite a challenging demand environment, the company delivered sequential improvement in Q4, supported by stable realizations and disciplined cost control. The company's standalone revenue from operations stood at ₹4,553.98 crore for FY26, compared to ₹4,825.29 crore in FY25. On a consolidated basis, revenue from operations was ₹4,554.13 crore for FY26 versus ₹4,825.83 crore in FY25. The following table summarises the key standalone and consolidated financial results:

For Q4 (standalone), net profit was ₹34.55 crore compared to ₹1.59 crore in Q4 of the previous year, while revenue from operations was ₹1,141.96 crore versus ₹1,255.84 crore in the year-ago quarter. Q4 EBITDA stood at ₹69.2 crore, with an EBITDA margin of 6.07% compared to 5.6% in the year-ago period. Total comprehensive income on a standalone basis for FY26 stood at ₹63.82 crore, compared to a loss of ₹1.46 crore in FY25. Other Comprehensive Income for FY26 included an unrealized gain on fair valuation of equity investments of ₹9.15 crore (previous period gain of ₹34.73 crore) and a gain on remeasurements of defined benefit plans of ₹10.20 crore (previous year gain of ₹2.88 crore).

Quarterly and Annual Performance Metrics

The company's operational performance across key metrics — including gross profit, EBITDA, and PAT — is presented in the table below, covering both quarterly and annual comparisons:

Gross profit for FY26 reached ₹1,752.8 crore, with margins improving to 38.1% from 35.6% in FY25, indicating continued stability in cost structures and a better product mix. EBITDA increased to ₹327.1 crore for FY26, with margins strengthening to 7.1% from 4.8%, demonstrating a 40.5% year-on-year improvement in core profitability.

Segment-wise Performance

The company operates across two primary segments — Yarn and Fabric — with a nascent Food-grade rPET chips segment at the consolidated level. Standalone segment revenue and results for FY26 are presented below:

The Yarn segment's pre-tax, pre-interest profit improved significantly to ₹129.97 crore in FY26 from ₹31.57 crore in FY25 on a standalone basis. At the consolidated level, Yarn segment assets stood at ₹2,326.08 crore and Fabric segment assets at ₹669.29 crore as at March 31, 2026, with a Food-grade rPET chips segment recording assets of ₹85.70 crore. Total consolidated segment assets were ₹3,617.22 crore, with capital employed at ₹1,361.05 crore. On the liabilities side, consolidated Yarn segment liabilities stood at ₹1,753.61 crore and Fabric segment liabilities at ₹333.21 crore, while the Food-grade rPET chips segment recorded liabilities of ₹85.71 crore.

Balance Sheet and Cash Flow Highlights

As at March 31, 2026, standalone total assets stood at ₹3,467.70 crore (versus ₹3,524.78 crore as at March 31, 2025), while consolidated total assets were ₹3,617.22 crore (versus ₹3,610.78 crore). Standalone equity share capital remained at ₹47.10 crore, with other equity at ₹1,324.55 crore. Standalone long-term borrowings reduced to ₹501.18 crore from ₹532.16 crore, and current borrowings declined to ₹1,008.49 crore from ₹1,089.43 crore. Key standalone balance sheet items include Property, Plant & Equipment of ₹1,384.86 crore, inventories of ₹619.55 crore, and trade receivables of ₹630.52 crore.

On a consolidated basis, net cash from operating activities was ₹434.57 crore for FY26 versus ₹426.39 crore in FY25, with closing cash and cash equivalents at ₹5.36 crore. Consolidated net cash used in investing activities was ₹217.30 crore, while net cash used in financing activities was ₹222.27 crore. The financial results were reviewed and recommended by the Audit Committee and approved by the Board at its meeting on May 6, 2026.

Key Notes and Corporate Developments

Several notable items impacted the reported financials. Exceptional items of ₹10.57 crore (standalone) and ₹10.58 crore (consolidated) were recognised for the full year, relating to reassessed employee benefit obligations arising from the implementation of the New Labour Codes effective November 21, 2025. Additionally, the company re-assessed its Deferred Tax Liability at 25.17% (against 34.94% earlier) following the enactment of the Income-tax Act, 2025, resulting in a lower Deferred Tax Liability by ₹22.66 crore.

Subsequent to the balance sheet date, the Board approved — subject to shareholder and regulatory approvals — the issuance of up to 24,70,000 convertible warrants at ₹146 per share (including a premium of ₹136) to LNJ Textiles Advisory LLP (Promoter Group) on a preferential basis, with each warrant convertible into one equity share of face value ₹10 each within 18 months of allotment. Regarding an electricity duty matter, the Hon'ble High Court of Rajasthan ruled against the company on April 6, 2026; the total electricity duty exposure aggregates to ₹11.07 crore (excluding late payment surcharge). The company is in the process of filing a Special Leave Petition before the Hon'ble Supreme Court of India. The management believes it has a creditable case on merits and that no adjustments are required to be made in these financial results.

ESOP Plan 2026 and Letter of Comfort

RSWM is set to pioneer shared ownership in the textile industry through its Employee Stock Option Plan for the senior leadership team. As part of this initiative, 2% of the company's paid-up share capital will be designated for the ESOP, encompassing around 35 leadership positions. The Board approved the formulation and adoption of the "RSWM Limited Employee Stock Option Plan 2026" for granting stock options convertible into up to 9,70,000 equity shares of ₹10 each (face value) to eligible employees of the company and its subsidiaries, subject to shareholder and regulatory approvals under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Board also approved the issuance of a Letter of Comfort to ICICI Bank Limited in favour of LNJ Institute of Skills & Technology Private Limited, a subsidiary of an associate company, covering an enhanced overdraft facility increased from ₹25.00 crore to ₹35.00 crore. The transaction is at arm's length, with no interest from the promoter or promoter group.

Management Commentary

Speaking on the performance, Mr. Riju Jhunjhunwala, Chairman & Managing Director and CEO, RSWM Limited, said, "Over the past year, RSWM has delivered a decisive turnaround, transitioning from losses to profitability while strengthening our operational and financial foundation. This performance reflects focused execution across our core verticals, sharper product positioning, and disciplined cost management. Our revenues for FY26 stand at ₹4,554 crore, with EBITDA of ₹327 crore and PAT of ₹52 crore, which speaks for the steady momentum we have built through the year. As we look ahead, we remain committed to scaling high-value segments, enhancing global competitiveness, and deepening customer partnerships."

Mr. Rajeev Gupta, Joint Managing Director, RSWM Limited, added, "The global textile industry continues to navigate a complex environment shaped by geopolitical developments, trade disruptions, and tariff uncertainties. Despite these challenges, RSWM has delivered consistent growth over the past year, reflecting the resilience of our business model and the strength of execution. Our ability to adapt through supply chain optimization, sharper market alignment, and stronger internal processes has enabled us to sustain the growth performance. As we look ahead, we remain focused on building on this momentum, leveraging emerging opportunities, and delivering sustainable growth in the quarters to come."